Andrews & Springer LLC filed a class action and derivative complaint on behalf of public stockholders of Ashford Inc.in Delaware Court of Chancery, case number 11796-VCMR.
The complaint challenges the sale of substantially all of Ashford, Inc.’s assets to a newly-formed subsidiary Ashford Advisors, Inc. (“Newco”) in exchange for stock in Newco. The complaint further alleges that, at the same time, Newco will pay certain parties – including (i) Montgomery J. Bennett (“Monty Bennett”), Ashford’s Chief Executive Officer, chairman of the board and 15.9% stockholder, and (ii) Monty Bennett’s father, Archie J. Bennett, Jr. (together with Monty Bennett, the “Bennetts”) – an estimated $331.7 million in consideration to acquire 80% of Remington, which is currently wholly-owned by the Bennetts (the “Remington Sale,” and, together with the Ashford Contribution, the “Proposed Transaction”). As a result of the Proposed Transaction, Ashford’s Board of directors breached their fiduciary duties because Ashford stockholders will forever lose their right to obtain a future control premium.
Please click here for the Verified Class Action and Derivative Complaint.